January 2010 Vol 2, Business , Financial and Property Indaba
Corporate unbundling ahead in dollarised Zimbabwe
Imara, the Pan-African financial services group predicts a wave of private-sector unbundling, subsidiary disposals and corporate restructuring across the dollarised Zimbabwean economy.
Imara, the Pan-African financial services group predicts a wave of private-sector unbundling, subsidiary disposals and corporate restructuring across the dollarised Zimbabwean economy.
In a recent report to international investors and fund managers, Harare-based Imara Asset Management notes that historical factors led in Zimbabwe to the creation of conglomerates and wide-ranging holding company structures. But dollarisation could be a catalyst for change.
Imara Asset Management CEO, John Legat explains: "Operationally, doing business has become considerably easier under dollarisation (this) implies that good management will quickly spot any inefficiencies in their business models and take appropriate action.
"Many business models in Zimbabwe simply do not work in the new dollarised and competitive environment, but managed to get by in a less competitive and inflationary environment. Such companies could well be those whose models were built on import-substitution products."
In Imara's view, businesses like this will be closed, sold or remodelled.
Scrutiny of Zimbabwe's listed companies indicates that a number are holding companies.
"Often there may be little synergy or correlation between each business, largely because group structure was a product of history, driven by former mergers or economic imperatives," says Legat.
"In Zimbabwe, exchange controls and lack of foreign exchange were such imperatives."
Delta is one example that took control of Ariston to access foreign exchange.
Post-dollarisation, Delta has chosen to sell its Ariston stake to unlock capital for its core brewing and beverages business, Legat says.
Imara points out that one mechanism is the issuing of shares in a subsidiary to a technical partner able to provide capital and skills.
Legat adds: "Where there is little or no synergy between the subsidiaries of a company, it makes sense to unbundle them. This is a great method to adopt should the major shareholders wish to remain invested in both businesses while allowing management of the parent company to focus on the core business of the group.
"It further allows management of the spun-off division to act independently."
Internationally, the unbundling by US cigarette and food group Altria of first Kraft (in 2007) and then Philip Morris International (in 2008) had demonstrated the advantages of the approach, Imara noted.
Says Legat: "In Zimbabwe there are many opportunities for group companies to unbundle a division (or divisions) that has little synergy with the core business of the group."
"One way would be to issue the shares in that division to the shareholders of the main group in the form of a dividend in specie. That division could then be separately listed on the stock exchange. The original shareholders can then decide whether they wish to retain or dispose of the division."
"Such a strategy more often than not increases overall shareholder value, especially if it is done in a tax-efficient manner."
A further advantage of this strategy would be to deepen Zimbabwe's stock market through the listing of spin-off companies, thereby encouraging trading and attracting equity investors.
As most Zimbabwean companies need money for working capital or long-term capital investment, it will often make sense for them to restructure or unbundle, says Legat.
He adds: "Shareholders will need to accept dilution if their businesses are to grow significantly from current levels through capital expansion. Rather have a smaller share of a much bigger pie!" - I-Net Bridge
